2006-0398
INTRODUCED BY: ALBERT D. LAQUE, PARISH PRESIDENT
(BOND COUNSEL)
ORDINANCE NO. _________
FIRST SUPPLEMENTAL ORDINANCE
Title
A First Supplemental Ordinance of the St. Charles Parish Council amending and supplementing an ordinance (the "General Bond Ordinance") adopted on December 19, 2006 to provide for the issuance of (i) Twenty-Three Million Nine Hundred Seventy-Five Thousand Dollars ($23,975,000) principal amount of Water Revenue Bonds, Series 2007A; (ii) Five Million Seven Hundred Eighty Thousand Dollars ($5,780,000) principal amount of Water Revenue Refunding Bonds, Series 2007B; and (iii) One Million One Hundred Five Thousand Dollars ($1,105,000) principal amount of Water Revenue Refunding Bonds, Series 2007C, of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana (the "Issuer"), pursuant to the General Bond Ordinance; prescribing the form, fixing the details and providing for the payment of principal of and interest on such Bonds; executing a bond purchase agreement for the purchase of the Bonds; and providing for other matters in connection therewith.
Body
WHEREAS, the St. Charles Parish Council (the "Governing Authority"), adopted Ordinance No. ______ on December 19, 2006 (the "General Bond Ordinance"), authorizing the issuance from time to time of Water Revenue Bonds of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana (the "Issuer") on the terms and conditions set forth in the General Bond Ordinance; and
WHEREAS, the General Bond Ordinance provides that the details of the Bonds of each Series of Bonds issued thereunder shall be specified in a supplemental ordinance adopted by the Issuer authorizing the issuance of such Series of Bonds, subject to the terms, conditions and limitations established in the General Bond Ordinance; and
WHEREAS, approval for the issuance of not exceeding $34,000,000 of Water Revenue Bonds was granted by the State Bond Commission on November 16, 2006; and
WHEREAS, it is necessary that this Governing Authority prescribe the form and contents of Defeasance and Escrow Deposit Agreements providing for the payment of the principal, premium and interest of the Refunded Bonds and authorize the execution thereof as hereinafter provided; and
WHEREAS, it is necessary that provision be made for the payment of the principal, premium, if any, and interest on the Refunded Bonds described in Exhibit A hereto, and to provide for the call for redemption of a portion of the Refunded Bonds, pursuant to a Notice of Defeasance and Call for Redemption described in Exhibit B hereto; and
WHEREAS, the Series 2007A bonds, Series 2007B Bonds and 2007C Bonds will be on a parity with each other; and
WHEREAS, this Governing Authority has determined that all the terms and conditions specified in the General Bond Ordinance for the issuance of the Bonds in accordance with this Supplemental Ordinance have been or will be complied with prior to the delivery of the Bonds; and
NOW, THEREFORE, BE IT ORDAINED by the St. Charles Parish Council, acting as the governing authority of the Issuer:
SECTION 1. Definitions. Unless the context shall clearly indicate some other meaning, all words and terms used in this First Supplemental Ordinance, which are defined in the General Bond Ordinance, will have the meaning set out in said General Bond Ordinance. In addition, unless the context shall clearly indicate some other meaning, the following terms shall, for all purposes of the General Bond Ordinance and of this Supplemental Ordinance or of any ordinance or other instrument amendatory thereof or supplemental thereto, have the following meanings:
"Bond Insurer" means Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance company.
AEscrow Agent@ means The Bank of New York Trust Company, N.A.,in the City of Baton Rouge, Louisiana for the Series 2007B Bonds and Argent Trust, a division of National Independent Trust Company, in the City of Ruston, Louisiana for the Series 2007C Bonds, and each successor or successors, and any other person which may at any time be substituted in the place of either bank pursuant to the General Bond Ordinance.
AEscrow Agreement@ means the Defeasance and Escrow Deposit Agreements dated as of January 30, 2007, between the Issuer and the Escrow Agent, substantially in the form attached hereto as Exhibit C, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.
AFinancial Guaranty Insurance Policy@ means the financial guaranty insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Obligations as provided therein.
APaying Agent@ means The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the General Bond Ordinance, and thereafter Paying Agent shall mean such successor Paying Agent.
APurchaser@ means Morgan Keegan & Company, Inc., in the City of New Orleans, Louisiana.
ARefunded Bonds@ means the outstanding (i) $5,775,000 of Utility Revenue Refunding Bonds, Series 1999, maturing July 1, 2007 to July 1, 2016, inclusive, and (ii) $1,785,000 of Utility Revenue Refunding Bonds, Series 2003, maturing July 1, 2007 to July 1, 2010, inclusive, as more fully described in Exhibit A hereto.
AReserve Fund Requirement@ means a sum equal to the lessor of (i) 10% of the proceeds of the Bonds, any Outstanding Parity Bonds and any issue of additional parity bonds, (ii) the highest combined principal and interest requirements for any future Bond Year on the Bonds, any Outstanding Parity Bonds and any issue of additional parity bonds or (iii)125% of the average annual principal and interest requirements on the Bonds and any issue of additional parity bonds.
ASeries 2007A Bonds@ means the Issuer's Water Revenue Bonds, Series 2007A, authorized by this Ordinance, in the total aggregate principal amount of Twenty-Three Million Nine Hundred Seventy-Five Thousand Dollars ($23,975,000).
ASeries 2007B Bonds@ means the Issuer's Water Revenue Refunding Bonds, Series 2007B, authorized by this Ordinance, in the total aggregate principal amount of Five Million Seven Hundred Eighty Thousand Dollars ($5,780,000).
ASeries 2007C Bonds@ means the Issuer's Water Revenue Refunding Bonds, Series 2007C, authorized by this Ordinance, in the total aggregate principal amount of One Million One Hundred Five Thousand Dollars ($1,105,000).
"Supplemental Ordinance" means this First Supplemental Ordinance as the same may be supplemented or amended hereafter.
ATerm Bonds@ means those Series 2007A Bonds term bonds maturing on July 1 of the year 2019, July 1 of the year 2022, July 1 of the year 2031 and July 1 of the year 2036 are subject to mandatory redemption as set forth in Section 8.
Unless or except as the context shall clearly indicate otherwise or may otherwise require in this Supplemental Ordinance: (i) all references to a particular section, paragraph or subdivision of the General Bond Ordinance or this Supplemental Ordinance, as the case may be, are to the corresponding section, paragraph or subdivision of the General Bond Ordinance only, or this Supplemental Ordinance only, as the case may be; (ii) the terms "herein", "hereunder", "hereby", "hereto", "hereof", and any similar terms, refer to this Supplemental Ordinance only, and to this Supplemental Ordinance as a whole and not to any particular section, paragraph or subdivision thereof; (iii) the terms "therein", "thereunder", "thereby", "thereto", "thereof", and any similar terms, refer to the General Bond Ordinance, and to the General Bond Ordinance as a whole and not to any particular section, paragraph or subdivision thereof; and (iv) the term "heretofore" means before the time of effectiveness of this Supplemental Ordinance and the term "hereafter" means after the time of the effectiveness of this Supplemental Ordinance.
SECTION 2. Interpretation. In this Supplemental Ordinance, unless the context otherwise requires, (a) words importing persons include firms, associations and corporations, (b) words importing the singular include the plural and vice versa and (c) words of the masculine gender shall be deemed and considered to include correlative words of the feminine and neuter genders.
SECTION 3. Authorization and Designation. Pursuant to the provisions of the General Bond Ordinance, the Supplemental Ordinance and the Act, there is hereby authorized the issuance of (i) Twenty-Three Million Nine Hundred Seventy-Five Thousand Dollars ($23,975,000) principal amount of Bonds of the Issuer to be designated "Water Revenue Bonds, Series 2007A"; (ii) Five Million Seven Hundred Eighty Thousand Dollars ($5,780,000) principal amount of Bonds of the Issuer to be designated "Water Revenue Refunding Bonds, Series 2007B"; and (iii) (i) One Million One Hundred Five Thousand Dollars ($1,105,000) principal amount of Bonds of the Issuer to be designated "Water Revenue Refunding Bonds, Series 2007C", (collectively as stated in the General Bond Ordinance, the ASeries 2007 Bonds@) which are Designated Maturity Obligations and Reserve Secured Bonds. The Series 2007A Bonds are being issued for the purpose of constructing and acquiring additions, extensions and improvements to the Water System of the Issuer, including the necessary equipment and furnishings therefor, funding a reserve for the payment of the bonds and paying the costs of issuance thereof. The Series 2007B Bonds are being issued for the purpose of refunding and/or defeasing all of the Issuer=s outstanding Utility Revenue Refunding Bonds, Series 1999. The Series 2007C Bonds are being issued for the purpose of defeasing all of the Issuer=s outstanding Utility Revenue Refunding Bonds, Series 2003.
The Series 2007 Bonds shall be special obligations of the Issuer payable solely from the Net Revenues and shall be entitled, pursuant to and in accordance with the General Bond Ordinance, to the pledge and lien created thereby and shall be otherwise entitled to the security and benefits thereof.
A portion of the Series 2007B Bonds and Series 2007C Bonds issued under this Supplemental Ordinance shall be issued for the purpose of refunding the Refunded Bonds through the escrow of a portion of the proceeds of the Bonds, together with other available moneys of the Issuer, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for the payment of the principal of, premium, if any, and interest on the Refunded Bonds as they mature or upon earlier redemption as provided in the Supplemental Ordinance.
Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Bonds, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Series 2007 Bonds under this Supplemental Ordinance, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Bonds, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement.
The Escrow Agreements are hereby approved by the Issuer and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreements on behalf of the Issuer substantially in the form of Exhibit C hereof, with such changes, additions, deletions or completions deemed appropriate by such Executive Officers and it is expressly provided and covenanted that all of the provisions for the payment of the principal of, premium, if any, and interest on the Refunded Bonds from the special trust fund created under the Escrow Agreements shall be strictly observed and followed in all respects.
SECTION 4. Principal Amount and Type. The Series 2007A Bonds shall be issued in the aggregate original principal amount of Twenty-Three Thousand Nine Hundred Seventy-Five Thousand Dollars ($23,975,000), the Series 2007B Bonds shall be issued in the aggregate original principal amount of Five Million Seven Hundred Eighty Thousand Dollars ($5,780,000) and the Series 2007C Bonds shall be issued in the aggregate original principal amount of One Million One Hundred Five Thousand Dollars ($1,105,000) and shall be issuable as fully registered Current Interest Bonds.
SECTION 5. Denominations, Dates, Maturities and Interest. The Series 2007 Bonds shall be dated the date of delivery shall be in the denomination of $5,000 or any integral multiple thereof within a maturity, shall be in fully registered form The Series 2007A Bonds shall be numbered from AR-1 upward. The Series 2007B Bonds shall be numbered from BR-1 upward. The Series 2007C Bonds shall be numbered from CR-1 upwards. The unpaid principal of the Series 2007 Bonds shall bear interest from the date thereof or from the most recent interest date to which interest has been paid or duly provided for, payable on January 1 and July 1 of each year, commencing July 1, 2007, at the following rates of interest per annum, based on a 360 day year, and the Series 2007 Bonds shall mature on July 1 of each of the years and in the aggregate principal amounts set forth below:
SERIES 2007A BONDS
DATE PRINCIPAL INTEREST DATE PRINCIPAL INTEREST
(JULY 1) PAYMENT RATE (JULY 1) PAYMENT RATE
2019 $2,345,000 5.000% 2026 $1,125,000 4.250%
2020 865,000 4.000%
2031 6,485,000 5.000%
2022 1,835,000 5.000% 2032 1,500,000 4.250%
2023 990,000 4.125%
2024 1,030,000 4.125% 2036 6,730,000 5.000%
2025 1,070,000 5.000%
SERIES 2007B BONDS
DATE PRINCIPAL INTEREST DATE PRINCIPAL INTEREST
(JULY 1) PAYMENT RATE (JULY 1) PAYMENT RATE
2007 $60,000 4.00% 2012 $785,000 4.00%
2008 55,000 4.00% 2013 820,000 4.00%
2009 55,000 4.00% 2014 855,000 4.00%
2010 565,000 4.00% 2015 895,000 4.00%
2011 755,000 4.00% 2016 935,000 4.00%
SERIES 2007C BONDS
DATE PRINCIPAL INTEREST DATE PRINCIPAL INTEREST
(JULY 1) PAYMENT RATE (JULY 1) PAYMENT RATE
2007 $355,000 4.00% 2009 385,000 4.00%
2008 365,000 4.00%
The Series 2007A Bonds, Series 2007B Bonds and Series 2007C Bonds are hereby issued on a parity with each other and shall rank equally with and enjoy complete parity of lien with each other on the revenues pledged to the payment therefor or other funds especially applicable to the payment of said Series 2007 Bonds, including funds established under this ordinance.
SECTION 6. This Governing Authority does hereby find, determine and declare that the Issuer has complied, or will comply prior to the delivery of the Series 2007 Bonds, with all of the terms and conditions set forth in the General Bond Ordinance with respect to authorizing the issuance of the Series 2007 Bonds.
SECTION 7. Optional Redemption. Those Series 2007A Bonds maturing July 1, 2018, and thereafter, will be callable for redemption by the Issuer in full, or in part, at any time on or after July 1, 2017, at a price equal to the principal amount of the called bonds and accrued interest thereon to the call date.
In the event a Series 2007A Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Series 2007A Bonds which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Series 2007A Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the 2007A Bond so surrendered. Official notice of such call of any of the Series 2007A Bonds for redemption shall be given by first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the registered owner of each Series 2007A Bond to be redeemed at his address as shown on the registration books of the Paying Agent.
The Series 2007B Bonds and Series 2007C Bonds are not subject to redemption prior to their stated maturities.
SECTION 8. Mandatory Sinking Fund Redemption. The Term Bonds maturing on July 1, 2019 shall be subject to mandatory sinking fund redemption on July 1 in the years and in the principal amounts set forth below at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon:
Year Principal
(July 1) Amount
2017 $745,000
2018 780,000
2019 820,000*
* Final Maturity.
The Term Bonds maturing on July 1, 2022 shall be subject to mandatory sinking fund redemption on July 1 in the years and in the principal amounts set forth below at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon:
Year Principal
(July 1) Amount
2021 $895,000
2022 940,000*
* Final Maturity.
The Term Bonds maturing on July 1, 2031 shall be subject to mandatory sinking fund redemption on July 1 in the years and in the principal amounts set forth below at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon:
Year Principal
(July 1) Amount
2027 $1,175,000
2028 1,230,000
2029 1,295,000
2030 1,360,000
2031 1,425,000*
* Final Maturity.
The Term Bonds maturing on July 1, 2036 shall be subject to mandatory sinking fund redemption on July 1 in the years and in the principal amounts set forth below at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon:
Year Principal
(July 1) Amount
2033 $1,560,000
2034 1,640,000
2035 1,720,000
2036 1,810,000*
* Final Maturity.
SECTION 9. Reserve Requirement. The Reserve Requirement for the Series 2007 Bonds and for any other Additional Parity Bonds utilizing the Reserve Fund account for the Series 2007 Bonds (but not necessarily for Additional Parity Bonds) shall be a sum equal to the lessor of (i) 10% of the proceeds of the Bonds, any Outstanding Parity Bonds and any issue of additional parity bonds, (ii) the highest combined principal and interest requirements for any future Bond Year on the Bonds, any Outstanding Parity Bonds and any issue of additional parity bonds or (iii) 125% of the average annual principal and interest requirements on the Bonds and any issue of additional parity bonds. As set out in Section 5.1(d) of the General Bond Ordinance, the Reserve Requirement may be funded with cash, Investment Obligations, and/or one or more Reserve Products.
The Reserve Fund account created in accordance with this Supplemental Ordinance and the General Bond Ordinance may be combined or shared with any subsequent issuance of other Reserve Secured Bonds, provided the ordinance pertaining to the issuance of said subsequent Reserve Secured Bonds specifies that its respective Reserve Fund account may be shared and/or combined with this Reserve Fund account and further provided that Reserve Requirement for the Series 2007 Bonds, as set forth in this Section 9, remains met and satisfied.
SECTION 10. Preparation of Bonds; Deposit of Bond Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Supplemental Ordinance, to cause the necessary Bonds to be printed or lithographed, to issue, execute, seal and deliver the Bonds, to effect the delivery of the Bonds in accordance with the sale thereof, to collect the purchase price therefor, and to deposit the funds derived from the sale of the Bonds as follows:
(a) Deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, (set out as Exhibit C hereto), an amount of the proceeds derived from the issuance and sale of the Bonds (exclusive of accrued interest), together with additional moneys, as will enable the Escrow Agent to fully redeem the Refunded Bonds on their respective redemption dates. The moneys so deposited with the Escrow Agent shall constitute a trust fund irrevocably dedicated for the use and benefit of the owners of the Refunded Bonds. The Executive Officers of the Issuer are hereby authorized and directed to make all necessary transfers from the Sinking Fund and the Reserve Fund necessary to carry out the provisions of the Escrow Agreement.
(b) Deposit from bond proceeds a sufficient sum into the Reserve Fund which with any other sums that may be deposited in such fund, equal the Reserve Fund Requirement.
(c) The balance of the principal proceeds so deposited shall be used for paying a portion of the cost of constructing and acquiring additions, extensions and improvements to the Issuer=s Water System and for paying the costs of issuance. Accrued interest, if any, derived from the sale of the Bonds shall be deposited in the Sinking Fund to be applied to the first interest payment date. The proceeds derived from the sale of the Bonds shall constitute a trust fund to be used exclusively for the purposes for which the Bonds are herein authorized to be issued, but the Purchaser of the Bonds shall not be obliged to see to the application thereof.
SECTION 11. Execution and Form of Bonds. The Series 2007 Bonds and the endorsements to appear on all such Bonds issuable hereunder shall be, respectively, substantially in the forms set forth in Exhibit D hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by law or by the General Bond Ordinance, as amended and supplemented by this Supplemental Ordinance and as may be amended and supplemented by any ordinance. The Series 2007A Bonds shall be lettered "AR"; the Series 2007B Bonds shall be lettered "BR" and the Series 2007C Bonds shall be lettered "CR" and shall be numbered separately from 1 upward. If the purchaser of the Series 2007 Bonds secures insurance on all maturities of the Series 2007 Bonds, an endorsement satisfactory to bond counsel may be printed on any or all the Series 2007 Bonds.
SECTION 12. Appointment of Paying Agent. The initial Paying Agent for the Series 2007 Bonds shall be The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana, and the Issuer may appoint successor Paying Agents at its will. The principal (and premium, if any) of each Bond is payable upon maturity or redemption at the principal corporate trust office of the Paying Agent/Registrar as provided in the General Bond Ordinance. The interest on the Series 2007 Bonds is payable as provided in the General Bond Ordinance. The Executive Officers are hereby authorized to execute an appropriate paying agent agreement with the Paying Agent.
The Bond Insurer shall be furnished with written notice of the resignation or removal of the Paying Agent and the appointment of any successor thereto.
SECTION 13. Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the "Code") in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Series 2007 Bonds under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the roceeds of the Series 2007 Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Series 2007 Bonds to be "arbitrage bonds" or would result in the inclusion of the interest on any of the Series 2007 Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Series 2007 Bonds in a manner which would cause the Series 2007 Bonds to be "private activity bonds".
The Parish President and the Secretary are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 14. Official Statement. On behalf of the Issuer, this Governing Authority does hereby approve the Official Statement prepared and distributed in connection with the sale of the Bonds and further declares that the information contained therein is true and correct to the best of its knowledge and belief; that due diligence has been exercised in the preparation of said Official Statement; that said Official Statement does not contain any untrue statement of a material fact or omit any statement of a material fact; that the information contained therein has been obtained from sources which are believed to be reliable and that this Governing Authority has no reason to believe that any material fact contained therein is untrue or any material fact has been omitted in effecting the purpose of the Official Statement to constitute a due diligence disclosure of all material information in connection with offering the Bonds for sale and reflecting the security for the payment thereof.
The Parish President, Finance Director and the Secretary of the Council are hereby authorized and directed to review the information contained in said Official Statement and certify, if true, on the date of delivery of the Series 2007 Bonds that no adverse happenings have occurred and that there have been no relevant or material changes in the information contained in said Official Statement since the date of the sale of the Series 2007 Bonds which affect the Series 2007 Bonds or the security for their payment.
SECTION 15. Publication of Ordinance; Peremption. A copy of this Supplemental Ordinance shall be published one time in the official journal of the Issuer. For thirty (30) days after the date of publication, any person in interest may contest the legality of this Ordinance, any provision of the Series 2007 Bonds, the provisions therein made for the security and payment of the Series 2007 Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Series 2007 Bonds other than those matters that may be subject to the peremption occasioned by the publication of the General Bond Ordinance. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of the Ordinance, any provisions of the Series 2007 Bonds, the provisions for the security and payment of the Series 2007 Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Series 2007 Bonds are legal and that every legal requirement for the issuance of the Series 2007 Bonds has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.
SECTION 16. Filing of Ordinance. A certified copy of this Supplemental Ordinance shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of St. Charles, Louisiana.
SECTION 17. Declaration of Official Intent Under Reg. 1.150-2. Prior to the delivery of the Series 2007 Bonds, the Issuer anticipates that it may pay a portion of the costs of the Project from other moneys available to the Issuer. Upon the issuance of the Series 2007 Bonds, the Issuer reasonably expects to reimburse any such expenditures of other available funds from a portion of the proceeds of the Series 2007 Bonds. Any such allocation of proceeds of the Series 2007 Bonds for reimbursement will be with respect to capital expenditures (as defined in Reg. 1.150-1[b]) and will be made upon the delivery of the Series 2007 Bonds and not later than one year after the later of (i) the date such expenditure was paid or (ii) the date on which the Project was placed in service. This Section is intended to be a declaration of official intent within the meaning of Reg. 1.150-2.
SECTION 18. Continuing Disclosure Certificate. The Director of Finance is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix F of the official statement issued in connection with the sale and issuance of the Series 2007 Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).
SECTION 19. Bonds are NOT "Qualified Tax-Exempt Obligations". The Bonds are not designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code.
SECTION 20. Sale of the Bonds. (i) The Series 2007A Bonds are hereby awarded to and sold to the Purchaser at a price of $24,568,971.71(representing the principal amount of the Series 2007A Bonds $23,975,000.00, plus reoffering premium of $1,027,399.45, minus underwriter's discount of $191,800.00, less allowance for insurance $241,627.74), (ii) the Series 2007B Bonds are hereby awarded to and sold to the Purchaser at a price of $5,770,029.64 (representing the principal amount of the Series 2007B Bonds $5,780,000.00, plus reoffering premium of $72,347.10, minus underwriter's discount of $46,240.00, less allowance for insurance $36,077.46); and (iii) the Series 2007C Bonds are hereby awarded to and sold to the Purchaser at a price of $1,095,982.15 (representing the principal amount of the Series 2007C Bonds $1,105,000.00, plus reoffering premium of $5,608.40, minus underwriter's discount of $8,840.00, less allowance for insurance $5,786.25), under the terms and conditions set forth in the Bond Purchase Agreement (hereinafter defined), and after their execution and authentication by the Paying Agent, the Series 2007 Bonds shall be delivered to the Purchaser or their agents or assigns, upon receipt by the Issuer of the agreed purchase price. The Bond Purchase Agreement dated December 19, 2006, in substantially the form attached hereto as Exhibit E, is hereby approved, and the appropriate officers of the Issuer are hereby authorized, empowered and directed to execute the Bond Purchase Agreement on behalf of the Issuer and deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement the provisions of this ordinance or to facilitate the sale of the Series 2007 Bonds.
SECTION 21. Provisions Relating to Bond Insurance. This Council hereby finds that the Bonds and the financing through which the Bonds are issued are and will be benefitted by the purchase of the Insurance Policy. A copy of the Payments Under the Policy are hereby approved and incorporated herewith by reference to such provisions as they appear in Exhibit F. In the event of conflict between the provisions of Exhibit F and other provisions of this Ordinance, the provisions of Exhibit F shall prevail.
The Insurer, acting alone, shall have the right to direct all remedies in the event of a default. The Insurer shall be recognized as the registered owner of each Bond which it insures for the purposes of exercising all rights and privileges available to bondholders. For Bonds which it insures, the Insurer shall have the right to institute any suit, action, or proceeding at law or in equity under the same terms as a bondholder in accordance with applicable provisions of the governing documents. Other than the usual redemption provisions, any acceleration of principal payments must be subject to the Insurer's prior written consent.
SECTION 22. Additional Investment Obligation Restrictions. In addition to the Investment Obligations restrictions set out in the General Bond Ordinance, investments, before expenditures, of the Series 2007 Bonds proceeds are further restricted to the following listed investments:
(a) Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.
(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):
1. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
2. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
3. Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration
Participation certificates
6. Government National Mortgage Association (GNMA or "Ginnie Mae")
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
(not acceptable for certain cash-flow sensitive issues.)
7. U.S. Maritime Administration
Guaranteed Title XI financing
8. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds
(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself):
1. Federal Home Loan Bank System
Senior debt obligations
2. Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac")
Participation Certificates
Senior debt obligations
3. Federal National Mortgage Association (FNMA or "Fannie Mae")
Mortgage-backed securities and senior debt obligations
4. Student Loan Marketing Association (SLMA or "Sallie Mae")
Senior debt obligations
5. Resolution Funding Corp. (REFCORP) obligations
6. Farm Credit System
Consolidated systemwide bonds and notes
(d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody=s rated Aaa, Aa1 or Aa2.
(e) Certificates of deposit secured at all times by collateral described in subparagraphs (a) and/or (b) above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral.
(f) Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF.
(g) Investment Agreements, including Guaranteed Investment Contracts, Forward Purchase Agreements and Reserve Fund Put Agreements acceptable to Bond Insurer (Investment Agreement criteria is available upon request).
(h) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A-1" or better by S&P.
(i) Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories assigned by such agencies.
(j) Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P.
(k) Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from a municipal entity to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the municipal entity in exchange for the securities at a specified date. Repurchase Agreements for 30 days or less must follow the following criteria. Repurchase Agreements which exceed 30 days must be acceptable to Bond Insurer.
1. Repurchase agreements must be between the Issuer and a dealer bank or securities firm that is rated AA@ or better by Standard & Poor's Corporation and Moody's Investor Services.
2. The written repurchase agreement must include the following:
a. Securities which are acceptable for transfer are:
(l) Direct U.S. governments, or
(2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC).
b. The term of the repurchase agreement may be up to 30 days.
c. The collateral must be delivered to the Issuer, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities).
d. Valuation of Collateral
(l) The securities must be valued weekly, marked-to-market at current market price plus accrued interest.
(A) The value of collateral must be equal to 104% of the amount of cash transferred by the Issuer to the dealer bank or security firm under the repurchase agreement plus accrued interest. If the value of securities held as collateral slips below l04% of the value of the cash transferred by the Issuer, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%.
3. A legal opinion must be delivered to the Issuer stating that the repurchase agreement meets guidelines under Louisiana law for legal investment of public funds.
(l) Any state administered pool investment fund in which the Issuer is statutorily permitted or required to invest will be deemed a permitted investment.
(m) Reserve Fund investments should be valued at fair market value and marked to market at least once per year. Reserve Fund investments may not have maturities extending beyond 5 years, except for investment agreements approved by the Bond Insurer.
SECTION 23. Employment of Bond Counsel. This Governing Authority finds and determines that a real necessity exists for the employment of special bond counsel in connection with the issuance of the Bonds described above, and accordingly the law firm of Foley & Judell, L.L.P., of New Orleans, Louisiana, is hereby employed as special bond counsel to the Issuer to do and perform comprehensive legal and co-ordinate professional work with respect to the issuance and sale of the said Bonds. The fees to be paid said attorneys shall be in accordance with the Attorney General's Guidelines for Fees and Services of Bond Attorneys for comprehensive legal and coordinate professional work in the issuance of revenue bonds, plus out-of-pocket expenses incurred in connection with the issuance of the Bonds, which fees shall be contingent upon the delivery of the Bonds. A certified copy of this Ordinance shall be forwarded to the Attorney General of the State of Louisiana for his approval of the employment and of the fees herein designated.
SECTION 24. Call for Defeasance and Redemption. Subject only to the delivery of the Bonds, (i) $5,775,000 principal amount of the Issuer's Utility Revenue Refunding Bonds, Series 1999, consisting of all of said bonds due July 1, 2007 to July 1, 2016, inclusive, which are being defeased and refunded by the Bonds, as more fully described in Exhibit A hereto, are hereby defeased and called for redemption at the principal amount thereof, plus accrued interest to the date of redemption, plus a premium in the amount of 2% of the principal amount so redeemed, and (ii) $1,785,000 principal amount of the Issuer's Utility Revenue Refunding Bonds, Series 2003, consisting of all of said bonds due July 1, 2007 to July 1, 2010, inclusive, which are being defeased by the Bonds, as more fully described in Exhibit A hereto, are hereby defeased and called for redemption at the principal amount thereof, plus accrued interest to the date of redemption, compliance with the ordinances authorizing their issuance.
SECTION 25. Notice of Defeasance and Call for Redemption. In accordance with the ordinance authorizing the issuance of the Refunded Bonds, a Notice of Defeasance and Call for Redemption in substantially the forms attached hereto as Exhibit B, shall be sent by the paying agent for the Refunded Bonds to the registered owners thereof by notice deposited in the United States mails not less than thirty (30) days prior to the date of redemption. Said notice shall be sent by first class mail to the address of the owner or owners of the Refunded Bonds as the same appear on the registration books maintained by the paying agent for the Refunded Bonds.
Vote
This Ordinance having been submitted to a vote, the vote thereon was as follows:
YEAS:
NAYS:
ABSENT:
And the Ordinance was declared adopted on this, the 19th day of December, 2006, to become effective five (5) days after publication in the official journal.
CHAIRMAN: ___________________________________
SECRETARY: __________________________________
DLVD/PARISH PRESIDENT: _____________________
APPROVED: _______________ DISAPPROVED: _____
PARISH PRESIDENT: ____________________________
RETD/SECRETARY: _____________________________
AT: ____________ RECD BY: ______________________
STATE OF LOUISIANA
PARISH OF ST. CHARLES
I, the undersigned Secretary of the St. Charles Parish Council, do hereby certify that the foregoing pages constitute a true and correct copy of an Ordinance adopted by the St. Charles Parish Council, acting as the governing authority of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana, on December 19, 2006, providing for a First Supplemental Ordinance of the St. Charles Parish Council amending and supplementing an ordinance (the "General Bond Ordinance") adopted on December 19, 2006, to provide for the issuance of (i) Twenty-Three Million Nine Hundred Seventy-Five Thousand Dollars ($23,975,000) principal amount of Water Revenue Bonds, Series 2007A; (ii) Five Million Seven Hundred Eighty Thousand Dollars ($5,780,000) principal amount of Water Revenue Refunding Bonds, Series 2007B; and (iii) One Million One Hundred Five Thousand Dollars ($1,105,000) principal amount of Water Revenue Refunding Bonds, Series 2007C, of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana (the "Issuer"), pursuant to the General Bond Ordinance; prescribing the form, fixing the details and providing for the payment of principal of and interest on such Bonds; executing a bond purchase agreement for the purchase of the Bonds; and providing for other matters in connection therewith
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of said Council at Hahnville, Louisiana, on this, the 19th day of December, 2006.
Secretary
(SEAL)
EXHIBIT AA@
TO BOND ORDINANCE
OUTSTANDING BONDS TO BE DEFEASED AND REFUNDED
Utility Revenue Refunding Bonds, Series 1999, as follows:
DATE PRINCIPAL INTEREST
(JULY 1) PAYMENT RATE
2007 $50,000 4.300%
2008 50,000 4.400
2009 50,000 4.450
2010 560,000 4.300
2011 750,000 4.400
2012 780,000 4.500
2013 820,000 4.500
2014 860,000 4.500
2015 905,000 4.600
2016 950,000 4.650
Those Bonds maturing July 1, 2007 through July 1, 2009, inclusive, will be defeased upon delivery of the Bonds.
Those Bonds maturing July 1, 2010 through July 1, 2016, inclusive, will be called for redemption on July 1, 2009, inclusive, at the principal amount thereof and accrued interest to the date fixed for redemption, plus a premium equal to two percent (2%) of the principal amount so redeemed.
Utility Revenue Refunding Bonds, Series 2003, as follows:
DATE PRINCIPAL INTEREST
(JULY 1) PAYMENT RATE
2007 $550,000 2.10%
2008 555,000 2.50
2009 575,000 3.00
2010 105,000 3.15
Those Bonds maturing July 1, 2007 through July 1, 2010, inclusive, will be defeased upon delivery of the Bonds.
EXHIBIT AB@
TO BOND ORDINANCE
NOTICE OF DEFEASANCE AND CALL FOR REDEMPTION
UTILITY REVENUE REFUNDING BONDS, SERIES 1999
(MATURING JULY 1, 2007 TO 2016, INCLUSIVE)
CONSOLIDATED WATERWORKS AND WASTEWATER
DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
NOTICE IS HEREBY GIVEN, pursuant to an ordinance adopted on December 19, 2006 by the St. Charles Parish Council, acting as the governing authority of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana (the "Issuer"), that there has been deposited with The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana, as successor to Bank One Trust Company, NA (the "Escrow Agent"), as Escrow Agent under a Defeasance and Escrow Deposit Agreement dated as of January 30, 2007(the "Escrow Deposit Agreement"), between the Escrow Agent and the Issuer, moneys which have been invested in direct, non-callable obligations of the United States of America, in an amount sufficient to assure the availability of sufficient moneys to pay the principal of and interest as they mature as to principal and interest on $5,775,000 of the Issuer's outstanding Utility Revenue Refunding Bonds, Series 1999, consisting of all of the bonds of said issue which mature July 1, 2007 to July 1, 2016, inclusive (the "Refunded Bonds"), as hereinafter set forth.
In accordance with the provisions of Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Refunded Bonds are defeased and deemed to be paid, and will no longer be secured by or entitled to the benefits of the ordinance of the Issuer providing for their issuance.
NOTICE IS HEREBY FURTHER GIVEN that a portion of the Refunded Bonds described below are defeased on the date of delivery of the Series 2007B Refunding Bonds (January 30, 2007) at the principal amount thereof and accrued interest. The Bonds to be defeased on January 30, 2007, are listed below, and include all of the bonds of the maturities listed:
MATURITY AMOUNT INTEREST CUSIP
DATE REDEEMED RATES NUMBERS
July 1, 2007 $50,000 4.300% 788045 AZ5
July 1, 2008 50,000 4.400 788045 BA9
July 1, 2009 50,000 4.450 788045 BB7
$150,000
NOTICE IS HEREBY FURTHER GIVEN that all of the Refunded Bonds described below are called for redemption on July 1, 2009 at the principal amount thereof and accrued interest to the call date, upon presentation and surrender of said bonds at the principal corporate trust office of The Bank of New York Trust Company, N.A., of Baton Rouge, Louisiana, the Paying Agent therefor. The Bonds to be called and redeemed on July 1, 2009 are listed below, and include all of the bonds of the maturities listed:
MATURITY AMOUNT INTEREST CUSIP
DATE REDEEMED RATES NUMBERS
July 1, 2010 $560,000 4.300% 788045 BC5
July 1, 2011 750,000 4.400 788045 BD3
July 1, 2012 780,000 4.500 788045 BE1
July 1, 2013 820,000 4.500 788045 BF8
July 1, 2014 860,000 4.500 788045 BG6
July 1, 2015 905,000 4.600 788045 BH4
July 1, 2016 950,000 4.650 788045 BJ0
$5,625,000
No further interest will accrue and be payable on said bonds from and after July 1, 2009. The portion of the Refunded Bonds described above should not be surrendered for payment until July 1, 2009, and at that time should be surrendered at The Bank of New York Trust Company, N.A. (as successor to Bank One Trust Company, NA), as follows:
By Express Mail or Courier Service By Mail
JPMorgan JPMorgan
Institutional Trust Services Institutional Trust Services
2001 Bryan Street B 9th Floor P. O. Box 2320
Dallas, TX 75201 Dallas, TX 75221-2320
By Hand
J. P. Morgan
Institutional Trust Services
GIS Unit Trust Window
4 New York Plaza, 1st Floor
New York, New York 10004
The CUSIP NUMBERS listed above are provided for the convenience of the bondowners. The Issuer does not certify as to their correctness.
Holders of said Bonds are reminded that the Federal Interest and Dividend Tax Compliance Act of 1983 requires that the Paying Agent, as payor, withhold 30% of the principal amount if a Taxpayer Identification Number has not been provided by the Holder as payee. If the Tax Identification Number has not previously been provided to the Paying Agent, then Bondholders are requested to provide this information to the Paying Agent with a Form W-9 in order to avoid the aforesaid withholding.
CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
By: ________________________________
Council Secretary
St. Charles Parish Council
Date: December 19, 2006
NOTICE OF DEFEASANCE
UTILITY REVENUE REFUNDING BONDS, SERIES 2003
(MATURING JULY 1, 2007 TO 2010, INCLUSIVE)
CONSOLIDATED WATERWORKS AND WASTEWATER
DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
NOTICE IS HEREBY GIVEN, pursuant to an ordinance adopted on December 19, 2006 by the St. Charles Parish Council, acting as the governing authority of Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana (the "Issuer"), that there has been deposited with Argent Trust, a division of National Independent Trust Company, in the City of Ruston, Louisiana (the "Escrow Agent"), as Escrow Agent under a Defeasance and Escrow Deposit Agreement dated as of January 30, 2007 (the "Escrow Deposit Agreement"), between the Escrow Agent and the Issuer, moneys which have been invested in direct, non-callable obligations of the United States of America, in an amount sufficient to assure the availability of sufficient moneys to pay the principal of and interest on $1,785,000 of the Issuer's outstanding Utility Revenue Refunding Bonds, Series 2003, consisting of all of the bonds of said issue which mature July 1, 2007 to July 1, 2010, inclusive (the "Refunded Bonds"), as hereinafter set forth.
In accordance with the provisions of Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Refunded Bonds are defeased and deemed to be paid, and will no longer be secured by or entitled to the benefits of the ordinance of the Issuer providing for their issuance.
NOTICE IS HEREBY FURTHER GIVEN that all of the Refunded Bonds described below are defeased on the date of delivery of the Series 2007C Refunding Bonds (January 30, 2007) at the principal amount thereof and accrued interest. The Bonds to be defeased on January 30, 2007, are listed below, and include all of the bonds of the maturities listed:
MATURITY AMOUNT INTEREST CUSIP
DATE REDEEMED RATES NUMBERS
July 1, 2007 $550,000 2.100% 788045 BN1
July 1, 2008 555,000 2.500 788045 BP6
July 1, 2009 575,000 3.000 788045 BQ4
July 1, 2010 105,000 3.150 788045 BR2
$1,785,000
The CUSIP NUMBERS listed above are provided for the convenience of the bondowners. The Issuer does not certify as to their correctness.
Holders of said Bonds are reminded that the Federal Interest and Dividend Tax Compliance Act of 1983 requires that the Paying Agent, as payor, withhold 30% of the principal amount if a Taxpayer Identification Number has not been provided by the Holder as payee. If the Tax Identification Number has not previously been provided to the Paying Agent, then Bondholders are requested to provide this information to the Paying Agent with a Form W-9 in order to avoid the aforesaid withholding.
CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
By: ________________________________
Council Secretary
St. Charles Parish Council
Date: December 19, 2006
EXHIBIT AC@
TO BOND ORDINANCE
(FORM OF DEFEASANCE AND ESCROW DEPOSIT AGREEMENT)
This DEFEASANCE AND ESCROW DEPOSIT AGREEMENT, by and between CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA (the "Issuer"), appearing herein through the hereinafter named officers, and THE BANK OF NEW YORK TRUST COMPANY, N.A., in the City of Baton Rouge, Louisiana, as successor to Bank One Trust Company, NA a banking association duly authorized to exercise corporate trust powers, as escrow agent (the "Escrow Agent"), appearing herein through the hereinafter named officers, which shall be dated as of January 30, 2007
W I T N E S S E T H :
WHEREAS, the Issuer has heretofore duly authorized and issued its Utility Revenue Refunding Bonds, Series 1999, of which $5,775,000 are outstanding (the "1999 Bonds"); and
WHEREAS, the governing authority of the Issuer has found and determined that the defeasance and call for redemption of those 1999 Bonds maturing July 1, 2007 to July 1, 2016, inclusive (the "Refunded Bonds") would be financially advantageous to the Issuer and would result in debt service savings; and
WHEREAS, the Issuer has authorized the issuance of $5,780,000 its Water Revenue Refunding Bonds, Series 2007B (the "Bonds"), for the purpose of refunding the Issuer=s outstanding Utility Revenue Refunding Bonds, Series 1999, pursuant to an ordinance adopted by the governing authority of the Issuer on December 19, 2006 (the "Bond Ordinance"), the Refunded Bonds to be defeased and redeemed being described in the Bond Ordinance; and
WHEREAS, the Bond Ordinance provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon), together with additional moneys, shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay the principal of and interest on the Refunded Bonds as the same mature and become due or are called for redemption;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid refunding and thereby reduce annual debt service on the Refunded Bonds and lower the effective rate of interest paid with respect to the Issuer's bonds, the parties hereto agree as follows:
SECTION K. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund to be known as "Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana, Water Revenue Refunding Bonds, Series 2007B Escrow Fund" (herein called the "Escrow Fund") to be held in trust by the Escrow Agent separate and apart from other funds of the Issuer and the Escrow Agent. Receipt of a true and correct copy of the Bond Ordinance is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said Bond Ordinance shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein.
SECTION L. Deposit to Escrow Fund; Application of Moneys. Concurrently with the issuance and delivery of the Bonds, the Issuer will cause to be deposited with the Escrow Agent the sum of $______________ from the proceeds of the Bonds (the "Bond Proceeds") and a transfer of $___________ from the existing funds of the Issuer (the "Existing Funds"). Such funds will be applied as follows:
A. $__________ of Bond Proceeds to the Escrow Fund to purchase the Escrow Obligations (hereinafter defined) described in Schedule A attached hereto;
B. $__________ of Existing Funds to the Escrow Fund to purchase the Escrow Obligation (hereinafter defined) described in Schedule A attached hereto;
C. $__________ of Existing Funds to the Escrow Fund to establish an initial cash deposit;
D. $__________ of Bond Proceeds to the Escrow Fund to establish an initial cash deposit
B. Concurrently with such deposit, the Escrow Agent shall apply the moneys described in (i), (ii), (iii) and (iv) above to the purchase of the obligations, described in Schedule A attached hereto. The obligations listed in Schedule A hereto and any other direct obligations of the United States Government are hereinafter referred to as the "Escrow Obligations". All documents evidencing the book entries of the Escrow Obligations shall be held by the Escrow Agent and appropriate evidence thereof shall be furnished by the Escrow Agent to the Issuer. As shown in Schedule B attached hereto, the Escrow Obligations shall mature in principal amounts and pay interest in such amounts and at such times so that sufficient moneys will be available from such Escrow Obligations (together with other moneys on deposit in the Escrow Fund) to pay, as the same mature and become due or are redeemed, the principal of, premium, if any, and interest on the Refunded Bonds. The Issuer, on the basis of a mathematical verification of an independent certified public accountant, has heretofore found and determined that the investments described in said Schedule A are adequate in yield and maturity date in order to provide the necessary moneys to accomplish the refunding of the Refunded Bonds.
In the event that, on the date of delivery of the Bonds, there is not delivered to the Escrow Agent any Escrow Obligation described in Schedule A hereto, the Escrow Agent shall accept delivery of cash and/or replacement obligations which are direct, non-callable general obligations of or guaranteed by the United States of America (collectively, "Replacement Obligations") described in paragraph (b) of this Section, in lieu thereof, and shall hold such Replacement Obligations in the Escrow Fund until the Escrow Obligations described in Schedule A which were not delivered on the date of delivery of the Bonds are available for delivery. The Escrow Agent shall return to the supplier thereof any Replacement Obligations in exchange for and upon receipt of the Escrow Obligations set forth in Schedule A for which such Replacement Obligations described in such paragraph (b) were substituted. The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund or to make substitutions of the Escrow Obligations held in the Escrow Fund or to hereafter sell, transfer or otherwise dispose of such Escrow Obligations, except pursuant to the following subparagraph (b).
C. An obligation shall qualify as a Replacement Obligation or other permitted substitution obligation only if such Replacement Obligations:
A. are in an amount, and/or mature in an amount (including any interest received thereon), which together with any cash or Government Securities substituted for the Escrow Obligations listed in Schedule A hereto is equal to or greater than the amount payable on the maturity date of the Escrow Obligations listed in Schedule A hereto for which the substitution occurred;
B. mature on or before the next date on which the Government Securities listed in Schedule A hereto which are substituted for will be required for payment of principal of, premium, if any, or interest on the Refunded Bonds; and
C. the Escrow Agent shall have been provided with (A) a mathematical verification of an independent certified public accountant that the Replacement Obligations are sufficient to pay the principal, interest and premium of the Refunded Bonds as shown on Schedule C and (B) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted hereunder and has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the bonds or the Refunded Bonds.
To the extent that the Escrow Obligations mature before the payment dates referred to in Schedule C, the Escrow Agent may invest for the benefit of the Issuer such cash in other Escrow Obligations provided that the investment in such other Escrow Obligations mature on or before dates pursuant to Section 6 in such amounts as equal or exceed the Section 6 requirements and that such investment does not cause the Bonds or the Refunded Bonds to be "arbitrage bonds" under the Internal Revenue Code of 1986, as amended.
D. The Escrow Agent shall collect and receive the interest accruing and payable on the Escrow Obligations and the maturing principal amounts of the Escrow Obligations as the same are paid and credit the same to the Escrow Fund, so that the interest on and the principal of the Escrow Obligations, as such are paid, will be available to make the payments required pursuant to Section 6 hereof.
E. In the event there is a deficiency in the Escrow Fund, the Escrow Agent shall notify the Issuer of such deficiency, and the Issuer shall immediately remedy such deficiency by paying to the Escrow Agent the amount of such deficiency. The Escrow Agent shall not be liable for any such deficiency, except as may be caused by the Escrow Agent's negligence or willful misconduct.
SECTION M. Deposit to Escrow Fund Irrevocable. The deposit of the moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys in trust exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment of the principal of, premium, if any, and interest on the Refunded Bonds as the same mature and become due or are redeemed. Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the Issuer covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the Issuer shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein.
SECTION N. Use of Moneys. The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Escrow Obligations, together with any income or interest earned thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder, or to make substitutions of the Escrow Obligations held hereunder or to sell, transfer or otherwise dispose of the Escrow Obligations acquired hereunder, except as provided in 2(b) above. The liability of the Escrow Agent for the payment of the amounts to be paid hereunder shall be limited to the principal of and interest on the Escrow Obligations and cash available for such purposes in the Escrow Fund. Any amounts held as cash in the Escrow Fund shall be held in cash without any investment thereof, not as a time or demand deposit with any bank, savings and loan or other depository.
SECTION O. Payment of Refunded Bonds. The Escrow Agent shall receive the matured principal of and the interest on the Escrow Obligations as the same are payable. On or before each interest payment date on the Refunded Bonds, the Escrow Agent shall transmit to the Issuer or the paying agent for the Refunded Bonds in immediately available funds, sufficient amounts for the payment of the interest on the Refunded Bonds due on said date and any principal of and redemption premiums on the Refunded Bonds due on said date by reason of the redemption of Refunded Bonds, in accordance with Schedule C attached hereto.
SECTION P. Notice of Defeasance and Call for Redemption. The Issuer shall cause a Notice of Defeasance and Call for Redemption of the Refunded Bonds to be sent by the paying agent for the Refunded Bonds, by first class mail, postage prepaid, not less than thirty (30) days prior to the date of redemption of the Refunded Bonds to the registered owners as the same appear on the registration books maintained by the paying agent. The Issuer will reimburse the Escrow Agent for any expenses incurred in connection with this Section from moneys other than those in the Escrow Fund.
SECTION Q. Remaining Moneys in Escrow Fund. Upon the retirement of the Refunded Bonds, any amounts remaining in the Escrow Fund shall be paid to the Issuer as its property free and clear of the trust created by the Bond Ordinance and this Agreement and shall be transferred to the Issuer.
SECTION R. Rights of Owners of Refunded Bonds. The escrow trust fund created hereby shall be irrevocable and the owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys and Escrow Obligations in the Escrow Fund until paid out, used and applied in accordance with this Agreement.
SECTION S. Fees of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the Issuer has paid to the Escrow Agent its reasonable fees and expenses, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 10.
The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys and securities deposited therein, the purchase of those Escrow Obligations listed in Schedule A, the retention of the Escrow Obligations or the proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties.
SECTION T. Enforcement. The Issuer, the paying agent for the Refunded Bonds and the owners of the Refunded Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof.
SECTION U. Records and Reports. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrow Obligations deposited to the Escrow Fund and all proceeds thereof. With respect to each investment of the proceeds of Escrow Obligations, the Escrow Agent shall record, to the extent applicable, the purchase price of such investment, its fair market value, its coupon rate, its yield to maturity, the frequency of its interest payment, its disposition price, the accrued interest due on its disposition date and its disposition date. Such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Bonds and the Refunded Bonds.
SECTION V. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of escrow agent hereunder. In such event the Issuer, by appropriate order, and with the prior written consent of the Issuer, shall promptly appoint an escrow agent to fill such vacancy.
Any successor escrow agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor escrow agent a proportional part of the Escrow Agent's fee hereunder.
The Escrow Agent may be removed at any time by an instrument or concurrent instrument in writing delivered to the Escrow Agent by the Issuer.
SECTION W. Amendments. This Agreement may be amended with the consent of the Issuer and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the Issuer shall deliver an opinion of nationally recognized bond counsel, that such amendments will not cause the Refunded Bonds to be "arbitrage bonds". A copy of any amendment shall be provided to the Insurer and any rating agencies which have rated the Bonds.
SECTION X. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Issuer, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not.
SECTION Y. Louisiana Law Governing. This Agreement shall be governed by the applicable laws of the State of Louisiana.
SECTION Z. Termination. This Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the Issuer.
SECTION AA. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION BB. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first written.
CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
By: ____________________________________
Parish President,
Parish of St. Charles, State of Louisiana
ATTEST:
By: ____________________________________ (SEAL)
Council Secretary,
St. Charles Parish Council
THE BANK OF NEW YORK TRUST COMPANY, N.A.
Baton Rouge, Louisiana
By: ____________________________________
Title:
(SEAL)
SCHEDULE A
To Escrow Deposit Agreement
SCHEDULE OF ESCROW SECURITIES
PURCHASED WITH BOND PROCEEDS AND EXISTING FUNDS
SCHEDULE Bpar To Escrow Agreement
ESCROW CASH FLOW AND PROOF OF SUFFICIENCY
SCHEDULE C
To Escrow Deposit Agreement
DEBT SERVICE ON REFUNDED BONDS
(FORM OF DEFEASANCE AND ESCROW DEPOSIT AGREEMENT)
This DEFEASANCE AND ESCROW DEPOSIT AGREEMENT, by and between CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA (the "Issuer"), appearing herein through the hereinafter named officers, and ARGENT TRUST, a division of National Independent Trust Company, in the City of Ruston, Louisiana, a banking association duly authorized to exercise corporate trust powers, as escrow agent (the "Escrow Agent"), appearing herein through the hereinafter named officers, which shall be dated as of January 30, 2007:
W I T N E S S E T H :
WHEREAS, the Issuer has heretofore duly authorized and issued its Utility Revenue Refunding Bonds, Series 2003, of which $1,785,000 are outstanding (the "2003 Bonds"); and
WHEREAS, the governing authority of the Issuer has found and determined that the defeasance of those 2003 Bonds maturing July 1, 2007 to July 1, 2010, inclusive (the "Refunded Bonds") would be financially advantageous to the Issuer and would result in debt service savings; and
WHEREAS, the Issuer has authorized the issuance of $1,105,000 its Water Revenue Refunding Bonds, Series 2007C (the "Bonds"), for the purpose of refunding the Issuer=s outstanding Utility Revenue Refunding Bonds, Series 2003, pursuant to an ordinance adopted by the governing authority of the Issuer on December 19, 2006 (the "Bond Ordinance"), the Refunded Bonds to be defeased being described in the Bond Ordinance; and
WHEREAS, the Bond Ordinance provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon), together with additional moneys, shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay the principal of and interest on the Refunded Bonds as the same mature and become due;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid defeasance and thereby reduce annual debt service on the Refunded Bonds and lower the effective rate of interest paid with respect to the Issuer's bonds, the parties hereto agree as follows:
SECTION CC. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund to be known as "Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, Louisiana, Water Revenue Refunding Bonds, Series 2007C Escrow Fund" (herein called the "Escrow Fund") to be held in trust by the Escrow Agent separate and apart from other funds of the Issuer and the Escrow Agent. Receipt of a true and correct copy of the Bond Ordinance is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said Bond Ordinance shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein.
SECTION DD. Deposit to Escrow Fund; Application of Moneys. Concurrently with the issuance and delivery of the Bonds, the Issuer will cause to be deposited with the Escrow Agent the sum of $______________ from the proceeds of the Bonds (the "Bond Proceeds") and a transfer of $___________ from the existing funds of the Issuer (the "Existing Funds"). Such funds will be applied as follows:
A. $__________ of Bond Proceeds to the Escrow Fund to purchase the Escrow Obligations (hereinafter defined) described in Schedule A attached hereto;
B. $__________ of Existing Funds to the Escrow Fund to purchase the Escrow Obligation (hereinafter defined) described in Schedule A attached hereto;
C. $__________ of Existing Funds to the Escrow Fund to establish an initial cash deposit;
D. $__________ of Bond Proceeds to the Escrow Fund to establish an initial cash deposit
A. Concurrently with such deposit, the Escrow Agent shall apply the moneys described in (i), (ii), (iii) and (iv) above to the purchase of the obligations, described in Schedule A attached hereto. The obligations listed in Schedule A hereto and any other direct obligations of the United States Government are hereinafter referred to as the "Escrow Obligations". All documents evidencing the book entries of the Escrow Obligations shall be held by the Escrow Agent and appropriate evidence thereof shall be furnished by the Escrow Agent to the Issuer. As shown in Schedule B attached hereto, the Escrow Obligations shall mature in principal amounts and pay interest in such amounts and at such times so that sufficient moneys will be available from such Escrow Obligations (together with other moneys on deposit in the Escrow Fund) to pay, as the same mature and become due or are redeemed, the principal of, premium, if any, and interest on the Refunded Bonds. The Issuer, on the basis of a mathematical verification of an independent certified public accountant, has heretofore found and determined that the investments described in said Schedule A are adequate in yield and maturity date in order to provide the necessary moneys to accomplish the defeeasance of the Refunded Bonds.
In the event that, on the date of delivery of the Bonds, there is not delivered to the Escrow Agent any Escrow Obligation described in Schedule A hereto, the Escrow Agent shall accept delivery of cash and/or replacement obligations which are direct, non-callable general obligations of or guaranteed by the United States of America (collectively, "Replacement Obligations") described in paragraph (b) of this Section, in lieu thereof, and shall hold such Replacement Obligations in the Escrow Fund until the Escrow Obligations described in Schedule A which were not delivered on the date of delivery of the Bonds are available for delivery. The Escrow Agent shall return to the supplier thereof any Replacement Obligations in exchange for and upon receipt of the Escrow Obligations set forth in Schedule A for which such Replacement Obligations described in such paragraph (b) were substituted. The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund or to make substitutions of the Escrow Obligations held in the Escrow Fund or to hereafter sell, transfer or otherwise dispose of such Escrow Obligations, except pursuant to the following subparagraph (b).
B. An obligation shall qualify as a Replacement Obligation or other permitted substitution obligation only if such Replacement Obligations:
A. are in an amount, and/or mature in an amount (including any interest received thereon), which together with any cash or Government Securities substituted for the Escrow Obligations listed in Schedule A hereto is equal to or greater than the amount payable on the maturity date of the Escrow Obligations listed in Schedule A hereto for which the substitution occurred;
B. mature on or before the next date on which the Government Securities listed in Schedule A hereto which are substituted for will be required for payment of principal of, premium, if any, or interest on the Refunded Bonds; and
C. the Escrow Agent shall have been provided with (A) a mathematical verification of an independent certified public accountant that the Replacement Obligations are sufficient to pay the principal, interest and premium of the Refunded Bonds as shown on Schedule C and (B) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted hereunder and has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the bonds or the Refunded Bonds.
To the extent that the Escrow Obligations mature before the payment dates referred to in Schedule C, the Escrow Agent may invest for the benefit of the Issuer such cash in other Escrow Obligations provided that the investment in such other Escrow Obligations mature on or before dates pursuant to Section 6 in such amounts as equal or exceed the Section 6 requirements and that such investment does not cause the Bonds or the Refunded Bonds to be "arbitrage bonds" under the Internal Revenue Code of 1986, as amended.
C. The Escrow Agent shall collect and receive the interest accruing and payable on the Escrow Obligations and the maturing principal amounts of the Escrow Obligations as the same are paid and credit the same to the Escrow Fund, so that the interest on and the principal of the Escrow Obligations, as such are paid, will be available to make the payments required pursuant to Section 6 hereof.
D. In the event there is a deficiency in the Escrow Fund, the Escrow Agent shall notify the Issuer of such deficiency, and the Issuer shall immediately remedy such deficiency by paying to the Escrow Agent the amount of such deficiency. The Escrow Agent shall not be liable for any such deficiency, except as may be caused by the Escrow Agent's negligence or willful misconduct.
SECTION EE. Deposit to Escrow Fund Irrevocable. The deposit of the moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys in trust exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment of the principal of, premium, if any, and interest on the Refunded Bonds as the same mature and become due or are redeemed. Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the Issuer covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the Issuer shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein.
SECTION FF. Use of Moneys. The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Escrow Obligations, together with any income or interest earned thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder, or to make substitutions of the Escrow Obligations held hereunder or to sell, transfer or otherwise dispose of the Escrow Obligations acquired hereunder, except as provided in 2(b) above. The liability of the Escrow Agent for the payment of the amounts to be paid hereunder shall be limited to the principal of and interest on the Escrow Obligations and cash available for such purposes in the Escrow Fund. Any amounts held as cash in the Escrow Fund shall be held in cash without any investment thereof, not as a time or demand deposit with any bank, savings and loan or other depository.
SECTION GG. Payment of Refunded Bonds. The Escrow Agent shall receive the matured principal of and the interest on the Escrow Obligations as the same are payable. On or before each interest payment date on the Refunded Bonds, the Escrow Agent shall transmit to the Issuer or the paying agent for the Refunded Bonds in immediately available funds, sufficient amounts for the payment of the interest on the Refunded Bonds due on said date and any principal of and redemption premiums on the Refunded Bonds due on said date by reason of the redemption of Refunded Bonds, in accordance with Schedule C attached hereto.
SECTION HH. Notice of Defeasance. The Issuer shall cause a Notice of Defeasance of the Refunded Bonds to be sent by the paying agent for the Refunded Bonds, by first class mail, postage prepaid, not less than thirty (30) days prior to the date of defeasance of the Refunded Bonds to the registered owners as the same appear on the registration books maintained by the paying agent. The Issuer will reimburse the Escrow Agent for any expenses incurred in connection with this Section from moneys other than those in the Escrow Fund.
SECTION II. Remaining Moneys in Escrow Fund. Upon the retirement of the Refunded Bonds, any amounts remaining in the Escrow Fund shall be paid to the Issuer as its property free and clear of the trust created by the Bond Ordinance and this Agreement and shall be transferred to the Issuer.
SECTION JJ. Rights of Owners of Refunded Bonds. The escrow trust fund created hereby shall be irrevocable and the owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys and Escrow Obligations in the Escrow Fund until paid out, used and applied in accordance with this Agreement.
SECTION KK. Fees of Escrow Agent. In consideration of the services rendered by the Escrow Agent under this Agreement, the Issuer has paid to the Escrow Agent its reasonable fees and expenses, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 10.
The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys and securities deposited therein, the purchase of those Escrow Obligations listed in Schedule A, the retention of the Escrow Obligations or the proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties.
SECTION LL. Enforcement. The Issuer, the paying agent for the Refunded Bonds and the owners of the Refunded Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof.
SECTION MM. Records and Reports. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrow Obligations deposited to the Escrow Fund and all proceeds thereof. With respect to each investment of the proceeds of Escrow Obligations, the Escrow Agent shall record, to the extent applicable, the purchase price of such investment, its fair market value, its coupon rate, its yield to maturity, the frequency of its interest payment, its disposition price, the accrued interest due on its disposition date and its disposition date. Such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Bonds and the Refunded Bonds.
SECTION NN. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of escrow agent hereunder. In such event the Issuer, by appropriate order, and with the prior written consent of the Issuer, shall promptly appoint an escrow agent to fill such vacancy.
Any successor escrow agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor escrow agent a proportional part of the Escrow Agent's fee hereunder.
The Escrow Agent may be removed at any time by an instrument or concurrent instrument in writing delivered to the Escrow Agent by the Issuer.
SECTION OO. Amendments. This Agreement may be amended with the consent of the Issuer and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the Issuer shall deliver an opinion of nationally recognized bond counsel, that such amendments will not cause the Refunded Bonds to be "arbitrage bonds". A copy of any amendment shall be provided to the Insurer and any rating agencies which have rated the Bonds.
SECTION PP. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the Issuer, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not.
SECTION QQ. Louisiana Law Governing. This Agreement shall be governed by the applicable laws of the State of Louisiana.
SECTION RR. Termination. This Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the Issuer.
SECTION SS. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.
SECTION TT. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first written.
CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
By: ____________________________________
Parish President,
Parish of St. Charles, State of Louisiana
ATTEST:
By: ____________________________________ (SEAL)
Council Secretary,
St. Charles Parish Council
ARGENT TRUST, a division of National Independent Trust Company
Ruston, Louisiana
By: ____________________________________
Title:
(SEAL)
SCHEDULE A
To Escrow Deposit Agreement
SCHEDULE OF ESCROW SECURITIES
PURCHASED WITH BOND PROCEEDS AND EXISTING FUNDS
SCHEDULE B
To Escrow Agreement
ESCROW CASH FLOW AND PROOF OF SUFFICIENCY
SCHEDULE C
To Escrow Deposit Agreement
DEBT SERVICE ON REFUNDED BONDS
EXHIBIT "D"
TO BOND ORDINANCE
FORM OF FACE OF
WATER REVENUE _________BOND,
SERIES 2007__
No. __R-_____ Principal $____________
Unless this Bond is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to the Issuer or their agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of CEDE & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO., has an interest herein.
As provided in the Bond Ordinance referred to herein, until the termination of the system of book-entry-only transfers through DTC and notwithstanding any other provision of the Bond Ordinance to the contrary, this Bond may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC or a nominee of DTC, or by DTC or a nominee of DTC to any successor securities depository or any nominee thereof.
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF ST. CHARLES
WATER REVENUE __________BOND, SERIES 2007___
OF CONSOLIDATED WATERWORKS AND
WASTEWATER DISTRICT NO. 1 OF THE
PARISH OF ST. CHARLES, STATE OF LOUISIANA
Bond Maturity Interest CUSIP Date Date Rate Number
___________ July 1, _____ ____% __________
Consolidated Waterworks and Wastewater District No. 1 of the Parish of St. Charles, State of Louisiana (the "Issuer"), promises to pay to:
REGISTERED OWNER: CEDE & CO. (Tax Identification #13-2555119)
PRINCIPAL AMOUNT:
or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the date hereof, or from the most recent interest payment date to which interest has been paid or duly provided for, payable on January 1 and July 1 of each year, commencing July 1, 2007, at the Interest Rate per annum set forth above until said principal amount is paid, unless this bond shall have been previously called for redemption and payment shall have been made or duly provided for. The principal of this bond, upon maturity or redemption, is payable in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts at The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana, or any successor thereto (the "Paying Agent/Registrar"), upon presentation and surrender hereof. Interest on this bond is payable by check mailed by the Paying Agent/Registrar to the registered owner. The interest so payable on any interest payment date will, subject to certain exceptions provided in the hereinafter defined Bond Ordinance, be paid to the person in whose name this bond is registered as of the Regular Record Date (which is the 15th calendar day of the month next preceding an interest payment date). Any interest not punctually paid or duly provided for shall be payable as provided in the Bond Ordinance.
During any period after the initial delivery of the Bonds in book-entry-only form when the Bonds are delivered in multiple certificates form, upon request of a registered owner of at least $1,000,000 in principal amount of Bonds outstanding, all payments of principal, premium, if any, and interest on the Bonds will be paid by wire transfer in immediately available funds to an account designated by such registered owner; CUSIP number identification with appropriate dollar amounts for each CUSIP number must accompany all payments of principal, premium, and interest, whether by check or by wire transfer.
FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF THE CITY KEPT BY THE PAYING AGENT, AS BOND REGISTRAR, THIS BOND, IF CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE BOND ORDINANCE, SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN THE NOTICE OF REDEMPTION GIVEN IN ACCORDANCE WITH THE BOND ORDINANCE AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED INTEREST TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE PAID, TO THE EXTENT SO REDEEMED, (i) UPON PRESENTATION AND SURRENDER THEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii) AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK MAILED TO CEDE & CO. BY THE PAYING AGENT OR BY WIRE TRANSFER TO CEDE & CO. BY THE PAYING AGENT IF CEDE & CO. AS BONDOWNER SO ELECTS. IF, ON THE REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS OF SUCH MATURITY TO BE REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE HELD BY THE PAYING AGENT SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE, AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE BOND ORDINANCE, THEN, FROM AND AFTER THE REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND SHALL BE IMMEDIATELY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER THIS BOND HAS BEEN SURRENDERED TO THE PAYING AGENT FOR CANCELLATION.
This bond is one of an authorized issue of Water Revenue ____ Bonds, Series 2007__, aggregating in principal the sum of __________________________ Dollars ($_________) (the "Bonds"), said Bonds having been issued by the Issuer pursuant to the General Bond Ordinance adopted by its governing authority on _______________, as supplemented on __________ (collectively, the "Bond Ordinance") for the purpose of (2007A Bonds constructing and acquiring additions, extensions and improvements to the Water System, including the necessary equipment and furnishings therefor, paying the costs of issuance of such Bonds and establishing a reserve for the payment thereof, under the authority of Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950 and other constitutional and statutory authority supplemental thereto) (2007B Bonds refunding the July 1, 2007 to July 1, 2016, inclusive, maturities of the Issuer's outstanding Utility Revenue Refunding Bonds, Series 1999, under the authority conferred by Chapter 14-A of Titl 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority) or (2007C Bonds refunding the July 1, 2007 to July 1, 2010, inclusive, maturities of the Issuer's outstanding Utility Revenue Refunding Bonds, Series 2003, under the authority conferred by Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority).
This Bond and the issue of which it forms a part are issued on a complete parity with the Issuer's Water Revenue _________ Bonds, Series 2007__, maturing ________ through __________ and the Issuer=s Water Revenue ________ Bonds, Series 2007__, maturing _________ through __________ (the ASeries__ and Series ___ Bonds@).
The Bonds are issuable in the denomination of $5,000, or any integral multiple thereof within a maturity. As provided in the Bond Ordinance, and subject to certain limitations set forth therein, the Bonds are exchangeable for an equal aggregate principal amount of Bonds of the same maturity of any other authorized denomination.
Subject to the limitations and requirements provided in the Bond Ordinance, the transfer of this Bond shall be registered on the registration books of the Paying Agent/Registrar upon surrender of this Bond at the principal corporate trust office of the Paying Agent/Registrar as Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form and a guaranty of signature satisfactory to the Paying Agent/Registrar, duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee. Prior to due presentment for transfer of this Bond, the Issuer and the Paying Agent/Registrar may deem and treat the registered owner hereof as the absolute owner hereof (whether or not this Bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and interest hereon and for all other purposes, and neither the Issuer nor the Paying Agent/Registrar shall be affected by any notice to the contrary.
The Issuer and the Paying Agent/Registrar shall not be required to (a) issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on the 15th day of the month next preceding an interest payment date or any date of selection of Bonds to be redeemed and ending at the close of business on the interest payment date or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.
(Language for Series 2007A Bonds only) Those Series 2007A Bonds maturing July 1, 2018, and thereafter, will be callable for redemption by the Issuer in full, or in part, at any time on or after July 1, 2017, at a price equal to the principal amount of the called bonds and accrued interest thereon to the call date.
(Language for Series 2007A Bonds only) The Term Bonds maturing on July 1, 20__, shall be subject to mandatory sinking fund redemption on July 1 in the years and in the principal amounts set forth below at a redemption price equal to 100% of the principal amount thereof, plus accrued interest thereon:
Year Principal
(July 1) Amount
* Final Maturity.
(Language 2007A Bonds only) In the event a Series 2007A Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed. Any Series 2007A Bonds which is to be redeemed only in part shall be surrendered at the principal corporate trust office of the Paying Agent and there shall be delivered to the Owner of such Series 2007A Bond, a Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the 2007A Bond so surrendered. Official notice of such call of any of the Series 2007A Bonds for redemption shall be given by first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the registered owner of each Series 2007A Bond to be redeemed at his address as shown on the registration books of the Paying Agent.
(Language for 2007B and 2007C Bonds only) The Series 2007B Bonds and Series 2007C Bonds are not subject to redemption prior to their stated maturities.
This Bond and the issue of which it forms a part are payable as to both principal and interest solely from and secured by an irrevocable pledge of the Net Revenues, all as provided in the Bond Ordinance, and this Bond does not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitutional and statutory limitation of indebtedness. For a complete statement of the revenues from which and conditions under which this Bond is issued, and provisions permitting the issuance of additional bonds under certain conditions, reference is hereby made to the Bond Ordinance.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the certificate of registration hereon shall have been signed by the Paying Agent/Registrar.
It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the St. Charles Parish Council, the governing authority of the Issuer, has caused this Bond to be executed in its name by the facsimile signatures of the Parish President and Council Secretary of said governing authority and a facsimile of the corporate seal of the Issuer to be imprinted hereon.
CONSOLIDATED WATERWORKS AND WASTEWATER DISTRICT NO. 1 OF THE PARISH OF ST. CHARLES, LOUISIANA
(facsimile) (facsimile)
Council Secretary Parish President
St. Charles Parish Council Parish of St. Charles, State of Louisiana
(SEAL)
(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)
This Bond is one of the Bonds referred to in the within mentioned Bond Ordinance.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Paying Agent
Date of Registration: _____________ By: ________________________________
Authorized Officer
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security or other Identifying Number of Assignee |
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the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
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(FORM OF LEGAL OPINION CERTIFICATE)
(TO BE PRINTED ON ALL BONDS)
LEGAL OPINION CERTIFICATE
I, the undersigned Council Secretary of the St. Charles Parish Council, do hereby certify that the following is a true copy of the complete legal opinion of Foley & Judell, L.L.P., the original of which was manually executed, dated and issued as of the date of payment for and delivery of this Bond and was delivered to the original purchasers thereof:
(Bond Printer Shall Insert Legal Opinion)
I further certify that an executed copy of the above legal opinion is on file in my office, and that an executed copy thereof has been furnished to the Paying Agent/Registrar for this Bond.
(Facsimile)
____________________
Council Secretary
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(BOND INSURANCE LEGEND OF AMBAC)
EXHIBIT "E"
BOND PURCHASE AGREEMENT